**Exhibit 10.64****SPECIAL TERMINATION AGREEMENT**     THIS SPECIAL TERMINATION AGREEMENT (the “Agreement”) is made as of the 31st day of December,2007, between BearingPoint, Inc., a Delaware corporation (the “Company”), and F. Edwin Harbach (theExecutive”) (collectively referred to as the “parties”).     WHEREAS, the Executive will develop an intimate knowledge of the business and affairs of theCompany, its policies, methods, personnel and plans for the future and has contacts of considerablevalue to the Company; and     WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the Executive’scontribution to the success of the Company will be substantial and wishes to offer an inducement tothe Executive to enter into and remain in the employ of the Company;     NOW, THEREFORE, in consideration of the foregoing and of the respective covenants andagreements of the parties herein contained, the parties agree as follows:     1. Term. The term of this Agreement (the “Term”) shall continue until the earlier of:(i) the expiration of the third anniversary of this Agreement (or if a Change in Control occursduring the Term, the second anniversary of the occurrence of a Change in Control), (ii) theExecutive’s death, (iii) the Executive’s earlier voluntary termination (except for a termination asa result of any of the events described in Section 3(a)(ii)) or a termination of Executive’semployment by the Company for Cause or due to a Disability (as defined herein) or (iv) the date ofany other termination of the Executive’s employment prior to a Change in Control; provided,however, that on each expiration date of this Agreement, the Agreement, Term and periods referencedin Section 3 shall automatically be extended for an additional year unless, not later than 90calendar days prior to such expiration date, the Company shall have given written notice to theExecutive that it does not wish to have the Term extended.     2. Definitions.          (a) Acquiring Person: An “Acquiring Person” shall mean any person (as defined inSection 2(d)(iv)) that, together with all Affiliates and Associates of such person (as defined inSection 2(b)), is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 20% ormore of the outstanding common stock, par value $.01 per share, of the Company or such othersecurities that may cast a vote for the election of directors of the Company (“Common Stock”). Theterm “Acquiring Person” shall not include; (i) the Company, (ii) any subsidiary of the Company,(iii) any employee benefit plan of the Company or any subsidiary of the Company or any personholding Common Stock for or pursuant to the terms of any such plan, (iv) any entity owned, directlyor indirectly, by the stockholders of the Company in substantially the same proportions as theirownership of Common Stock of the Company, or (v) any surviving entity described in Section2(d)(i)(A) below. For the purposes of this Agreement, a person who becomes an Acquiring Person byacquiring beneficial ownership of 20% or more of the Common Stock at any time after the date ofthis Agreement shall continue to be an Acquiring Person whether or not such person continues to bethe beneficial owner of 20% or more of the outstanding Common Stock.
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          (b) Affiliate and Associate. “Affiliate” and “Associate” shall have the respectivemeanings ascribed to such terms in Rule 12b-2 under the Exchange Act, in effect on the date of thisAgreement.          (c) Cause. For “Cause” shall mean that, during the Term, the Executive shall have:               (i) committed an intentional material act of fraud or embezzlement in connection withhis duties or in the course of his employment with the Company;               (ii) caused by intentional act or omission material damage to property of the Company;               (iii) committed an intentional wrongful disclosure of material secret processes ormaterial confidential information of the Company; or               (iv) been convicted of a felony criminal offense.For the purposes of this Agreement, no act, or failure to act, on the part of the Executive shallbe deemed “intentional” unless done, or omitted to be done, by the Executive in bad faith or withno reasonable belief that his act or omission was in the best interests of the Company.          (d) Change in Control. A “Change in Control” of the Company shall have occurred if atany time during the Term of this Agreement any of the following events shall have been consummated:               (i) any consolidation, merger or other reorganization of the Company in which theCompany is merged, consolidated or reorganized into or with another corporation or otherlegal person or pursuant to which shares of the Company’s stock are converted into cash,securities or other property, other than (A) a consolidation, merger or other reorganizationof the Company in which the holders of the Company’s Common Stock immediately prior to themerger own more than 50.1 % of the common stock (or such other securities that may cast avote for the election of directors of the entity) of the surviving entity or its ultimateparent immediately after the merger or (B) a consolidation, merger or reorganization of theCompany as a result of which no person (as defined in Section 2(d)(iv)) becomes an AcquiringPerson;               (ii) any sale, lease, exchange or other transfer (in one transaction or a series ofrelated transactions) of all or substantially all of the assets of the Company, and as aresult of such transaction the holders of the Company’s Common Stock immediately priorthereto own less than 50.1 % of the common stock (or such other securities that may cast avote for the election of directors of the entity) of such transferee or its ultimate parentimmediately after such transaction;               (iii) any liquidation or dissolution of the Company or any approval by the stockholdersof the Company of any plan or proposal for the liquidation or dissolution of the Company;
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               (iv) any person (including any “person” as such term is used in Section 13(d)(3) orSection 14(d)(2) of the Exchange Act) has become an Acquiring Person;               (v) if at any time the Continuing Directors then serving on the Board cease for anyreason to constitute at least a majority thereof; or               (vi) any occurrence that would be required to be reported in response to Item 6( e) ofSchedule 14A of Regulation 14A under the Exchange Act, or any successor rule or regulation.provided, however, that a Change in Control of the Company shall not be deemed to have occurred asthe result of any transaction having one or more of the effects specified in clauses (i)-(vi) aboveif such transaction is proposed by, and includes a significant equity participation (i.e., anaggregate of at least 25% of the outstanding common equity securities of the Company immediatelyafter such transaction which are entitled to vote to elect any class of Directors) of, theexecutive officers of the Company as constituted immediately prior to the occurrence of suchtransaction or any Company employee stock ownership plan or pension plan.          (e) Code. The “Code” shall mean the Internal Revenue Code of 1986, as amended.          (f) Continuing Director. A “Continuing Director” shall mean a director serving on theBoard who (i) is not an Acquiring Person, an Affiliate or Associate of an Acquiring Person, arepresentative of an Acquiring Person or a person who was nominated for election by an AcquiringPerson, and (ii) was either a member of the Board on the date of this Agreement or subsequentlybecame a Director of the Company and whose initial election or initial nomination for election bythe Company’s stockholders was approved by at least two-thirds of the Continuing Directors then onthe Board but shall not include, in any event, any individual whose initial assumption of officeoccurs as a result of either an actual or threatened election or other action or threatenedsolicitation of proxies or consents by or on behalf of a person other than the Board.          (g) Exchange Act. “Exchange Act” shall mean the Securities Exchange Act of 1934, asamended.          (h) Severance Compensation. The “Severance Compensation” shall be a lump sum amountequal to: (i) one times the Executive’s annual salary plus (ii) one times the Executive’s potentialbonus or incentive compensation, as communicated by or at the direction of the Chairman of theBoard, in effect as of the date of a Change in Control.          (i) Term. The “Term” shall have the meaning specified in Section 1.          (j) Termination Date. The “Termination Date” shall be the date upon which theExecutive or the Company terminates the employment of the Executive.
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     3. Rights of Executive Following a Change in Control.          (a) The Company shall provide the Executive, within 10 business days following the applicableTermination Date, Severance Compensation in lieu of compensation to the Executive for periodssubsequent to the Termination Date, but without affecting any other rights of the Executive at lawor in equity, if any of the following events occur:               (i) the Company terminates the Executive’s employment within two years after a Changein Control that occurs during the Term, other than for either of the following reasons:                    (A) the Executive becomes permanently disabled and is unable to work for aperiod of 180 consecutive days (a “Disability”); or                    (B) for Cause;               (ii) the Executive terminates his employment during the Term, but after a Change inControl, by providing written notice to the Company (which shall indicate the specifictermination provision in this Agreement relied upon and shall set forth in reasonable detailthe facts and circumstances claimed to provide a basis for such termination) within sixty(60) days after the Executive’s base salary is decreased by twenty (20) percent or morewithin two years after a Change in Control that occurs during the Term.          (b) Continued Benefits. If any of the events specified in Sections 3(a)(i) or (ii)occurs and Executive is entitled to Severance Compensation, then until the earlier of the secondanniversary of the Termination Date or the date on which the Executive becomes employed by a newemployer, the Company shall, at its expense, provide the Executive with medical, dental, lifeinsurance, disability, accidental death and dismemberment benefits and other welfare benefits(“Insurance Benefits”) at the highest level provided to the Executive immediately prior to theChange in Control, provided, however, that if the Executive becomes employed by a new employerwhich maintains Insurance Benefits that either (i) do not cover the Executive with respect to apre-existing condition which was covered under the Company’s Insurance Benefits, or (ii) do notcover the Executive for a designated waiting period, the Executive’s coverage under the Company’sInsurance Benefits shall continue, without limitation, until the earlier of the end of theapplicable period of non coverage under the new employer’s Insurance Benefits or the secondanniversary of the Termination Date.          (c) Outplacement Counseling. If any of the events specified in Sections 3(a)(i) or(ii) occur and Executive is entitled to Severance Compensation, the Company shall reimburse allreasonable expenses incurred by the Executive over the one year period following the TerminationDate for professional outplacement services by qualified consultants selected by the Executive, inan amount not to exceed $50,000.          (d) Payment of Earned But Unpaid Amounts. Within 10 business days after any of theevents specified in Sections 3(a)(i) or (ii) has occurred, the Company shall pay the Executive anyearned but unpaid portion of his salary, bonus or incentive compensation or other compensation.
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          (e) Other Rights and Benefits. The payment of Severance Compensation by the Companyto the Executive shall not affect any other rights and benefits of the Executive provided by theCompany, prior to the Termination Date, which rights shall be governed by the terms of theagreements governing such rights or benefits.          (f) No Set-Off or Counterclaim. Except as otherwise specifically provided herein, theCompany shall have no right of set-off or counterclaim in respect of any claim, debt or obligationagainst any payment or benefit to or for the benefit of the Executive provided for in thisAgreement.          (g) Interest on Payments. Without limiting the rights of the Executive at law or inequity, if the Company fails to make any payment required to be made hereunder on a timely basis,the Company shall pay interest on the amount thereof on demand at an annualized rate of interestequal to the Prime Rate as reported in the Money Rates section of The Wall Street Journal (or inthe successor to such section or, if there is no such successor section, the most comparable PrimeRate), compounded daily (but in no event shall such interest exceed the highest lawful rate).          (h) Vesting of Stock Awards. If any of the events specified in Sections 3(a)(i) or(ii) occur and the Executive is entitled to Severance Compensation hereunder then on theTermination Date, all stock option grants, awards of restricted stock or restricted stock units,and all other forms of stock awards previously granted to the Executive shall vest immediately (asif his employment were not terminated) and be nonforfeitable.          (i) Code Section 409A. If the Company determines in good faith that any paymenthereunder would cause a violation of Code Section 409A if paid within the first six (6) monthsafter termination of Executive’s employment, such amount(s) shall not be paid during such six (6)month period but shall instead be paid in a lump sum (without interest) immediately after the endof such six (6) month period and such payment shall be considered to be made on a timely basis forpurposes of this Agreement. In the event that continuation of any benefit would in the good faithjudgment of the Company cause a violation of Code Section 409A if provided at Company cost duringthe first six (6) months after the Termination Date, if Executive desires such benefitcontinuation, he shall pay to the Company the full cost therefor during such six (6) month periodand the Company shall reimburse him for such cost (without interest) in a lump sum paymentimmediately after or end of such six (6) month period.     4. Gross-up.          (a) If it is determined that any payment, benefit or distribution (or combination thereof) bythe Company, or by any trust established by the Company for the benefit of its employees or by aperson whose actions result in a change of ownership or effective control covered by Section280G(b)(2) or any person affiliated with the Company or such person, to or for the benefit of theExecutive (whether payable pursuant to the terms of this Agreement or otherwise (a “Payment”))would be subject to the excise tax imposed by Section 4999 of the Code, or any successor provision,and any interest or penalties are incurred by the Executive with respect to such excise tax (theexcise tax, together with interest and penalties thereon, hereinafter collectively referred to asthe “Excise Tax”), the Executive shall be entitled
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to receive an additional payment (a “Gross-up Payment”) in an amount such that after paymentby the Executive of all taxes, including, without limitation, any income taxes and the Excise Taximposed upon the Gross-up Payment (and any interest or penalties), the Executive shall retain anamount of the Gross-up Payment equal to the sum of (i) the amount of the Excise Tax imposed uponthe Payment or the Gross-up Payment and (ii) without duplication, an amount equal to the product of(1) any deductions disallowed for federal, state or local income tax purposes because of theinclusion of the Gross-up Payment in the Executive’s adjusted gross income, and (2) the highestapplicable marginal rate of federal, state or local income taxation, respectively, for the calendaryear in which the Gross-up Payment is made or is to be made. The intent of this Section 4 is thatthe Executive, after paying his federal, state and local income taxes and payroll taxes, will be inthe same position as if he was not subject to the Excise Tax and did not receive the extra amountspursuant to this Section 4. Notwithstanding the foregoing provisions of this Section 4(a), if itshall be determined that the Executive would otherwise be entitled to a Gross-up Payment, but thatthe Payments do not exceed one hundred ten percent (110%) of the greatest amount (the “ReducedAmount”) that could be paid to the Executive such that the receipt of Payments would not give riseto any Excise Tax, then no Gross-up Payment shall be made to the Executive and the Payments, in theaggregate, shall be reduced to the Reduced Amount.          (b) Subject to the provisions of Section 4(c), all determinations required to be made underthis Section 4, including whether and when a Gross-up Payment is required and the amount of suchGross-up Payment and the assumptions to be utilized in arriving at such determination, shall bemade by such nationally recognized certified public accounting firm or law firm as may bedesignated by the Executive (the “Firm”). All fees and expenses of the Firm shall be borne solelyby the Company. Any Gross-up Payment, as determined pursuant to this Section 4, shall be paid bythe Company to the Executive within five days after the receipt of the Firm’s determination. Ifthe Firm determines that no Excise Tax is payable by the Executive, it shall so indicate to theExecutive in writing. Any determination by the Firm shall be binding upon the Company and theExecutive.          (c) The Executive shall notify the Company in writing of any claim by the Internal RevenueService that, if successful, would require the payment by the Company of a Gross-up Payment. Suchnotification shall be given no later than 10 business days after the Executive is informed inwriting of such claim and shall apprise the Company of the nature of the claim and the date ofrequested payment. The Executive shall not pay the claim prior to the expiration of the 30-dayperiod following the date on which it gives notice to the Company. If the Company notifies theExecutive in writing prior to the expiration of the period that it desires to contest such claim,the Executive shall:               (i) give the Company any information reasonably requested by the Company relating tosuch claim;               (ii) take such action in connection with contesting such claim as the Company shallreasonably request in writing from time to time, including, without limitation, acceptinglegal representation with respect to such claim by an attorney reasonably selected by theCompany;
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               (iii) cooperate with the Company in good faith in order to effectively contest suchclaim; and               (iv) permit the Company to participate in any proceedings relating to such claim.Without limitation on the foregoing provisions of this Section 4(c), the Company shall control allproceedings taken in connection with such contest and, at its sole option, may pursue or forego anyand all administrative appeals, proceedings, hearings and conferences with the taxing authority inrespect of such claim and may, at its sole option, either direct the Executive to pay the taxclaimed and sue for a refund or contest the claim in any permissible manner, and the Executiveagrees to prosecute such contest to a determination before any administrative tribunal, in a courtof initial jurisdiction and in one or more appellate courts as the Company shall direct, provided,however, that the Company shall bear and pay directly all costs and expenses (including additionalinterest and penalties) incurred in connection with such contest and shall indemnify and hold theExecutive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest andpenalties with respect thereto) imposed as a result of the contest; and provided further, that ifthe Company directs the Executive to pay any claim and sue for a refund, the Company shall advancethe amount of the payment to the Executive, on an interest-free basis, and shall indemnify and holdthe Executive harmless, on an after-tax basis, from any Excise Tax or income tax (includinginterest or penalties with respect thereto) imposed with respect to the advance or with respect toany imputed income with respect to the advance.          (d) If the Company exhausts its remedies pursuant to Section 4(c) and the Executive thereafteris required to make a payment of any Excise Tax, the Firm shall determine the amount of theGross-up Payment required, and such payment shall be promptly paid by the Company to or for thebenefit of the Executive.          (e) If, after the receipt by the Executive of an amount advanced by the Company pursuant toSection 4(c), the Executive becomes entitled to receive any refund with respect to such claim, theExecutive shall promptly pay to the Company the amount of such refund (together with any interestpaid or credited thereon after taxes applicable thereto). If, after the receipt by the Executiveof an amount advanced by the Company pursuant to Section 4(c), a determination is made that theExecutive is not entitled to any refund with respect to such claim, and the Company does not notifythe Executive in writing of its intent to contest such denial of refund within 30 days after suchdetermination, then such advance shall be forgiven and shall not be required to be repaid and theamount of such advance shall offset, to the extent thereof, the amount of the Gross-up Paymentrequired to be paid.     5. No Mitigation Required. In the event that this Agreement or the employment of theExecutive is terminated, the Executive shall not be obligated to mitigate his damages or the amountof any payment provided for in this Agreement by seeking other employment or otherwise, and exceptfor the termination of benefits pursuant to Section 3(b), the acceptance of employment elsewhereafter termination shall in no way reduce the amount of Severance Compensation payable hereunder.
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     6. Successors; Binding Agreement.          (a) The Company will require any successor and any corporation or other legal person(including any “person” as defined in Section 2(d)(iv) of this Agreement) which is in control ofsuch successor (as “control” is defined in Rule 405 or any successor rule or regulation promulgatedunder the Securities Act of 1933, as amended) to all or substantially all of the business and/orassets of the Company (by purchase, merger, consolidation or otherwise), by agreement in form andsubstance reasonably satisfactory to the Executive, to expressly assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would be required to performit if no such succession had taken place. Failure of the Company to obtain such agreement prior tothe effectiveness of any such succession shall be a material breach of this Agreement by theCompany. Notwithstanding the foregoing, any such assumption shall not in any way affect or limitthe liability of the Company under the terms of this Agreement or release the Company from anyobligation hereunder. As used in this Section 6, “Company” shall mean the Company and anysuccessor to its business and/or all or substantially all of its assets which executes and deliversthe agreement provided for in this Section 6 or which otherwise becomes bound by all the terms andprovisions of this Agreement by operation of law.          (b) This Agreement and all rights of the Executive hereunder shall inure to the benefit of andbe enforceable by the Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.     7. Indemnification; Director’s and Officer’s Liability Insurance. The Executiveshall, after a Change of Control, retain all rights to indemnification under applicable law orunder the Company’s Certificate of Incorporation or Bylaws, as they may be amended or restated fromtime to time. In addition, the Company shall maintain director’s and officer’s liability insuranceon behalf of the Executive, at the level in effect immediately prior to the Change in Control, forthe five years following the Change in Control.     8. Notice. For purposes of this Agreement, notices and all other communicationsprovided for in the Agreement shall be in writing and shall be deemed to have been duly given whendelivered personally or when mailed five (5) days after being mailed by United States registeredmail, return receipt requested, postage prepaid, addressed as follows:   If to the Company: BearingPoint, Inc.  1676 International Drive  McLean, Virginia 22102  Attn: General Counsel   If to the Executive:       or to such other address as any party may have furnished to the other in writing in accordanceherewith, except that notices of change of address shall be effective only upon receipt.
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     9. Miscellaneous. No provisions of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in a writing signed by theExecutive and the Company. No waiver by either party of, or compliance with, any condition orprovision of this Agreement to be performed by such other party shall be deemed a waiver of similaror dissimilar provisions or conditions at the same or at any prior or subsequent time. Noagreements or representations, oral or otherwise, express or implied, unless specifically referredto herein with respect to the subject matter of this Agreement have been made by either party whichare not set forth expressly in this Agreement. The validity, interpretation, construction andperformance of this Agreement shall be governed by the substantive laws of the State of Delaware,without regard to its principles of conflicts of law; provided, however, that to the extent thisAgreement makes reference to any other agreements, the choice of law provision set forth in eachsuch agreement shall continue to govern the terms and conditions of such agreement as well as theinterpretation and construction thereof and the references thereto that are set forth herein.     10. Validity. The invalidity or unenforceability of any provision or provisions ofthis Agreement shall not affect the validity or enforceability of any other provision of thisAgreement, which shall remain in full force and effect.     11. Counterparts. This Agreement may be executed in several counterparts, each ofwhich shall be deemed to be an original, but all of which together shall constitute one and thesame instrument.     12. Employment Rights. Nothing in this Agreement shall create any express or impliedright or duty on the part of the Company or the Executive to have the Executive remain in theemployment of the Company (or any subsidiary of the Company) prior to or after any Change inControl.     13. Withholding of Taxes. The Company may withhold from any amounts payable underthis Agreement all federal, state, local or other taxes as shall be required by law.     14. Disputes. Any dispute or controversy arising under or in connection with thisAgreement shall be resolved by arbitration in accordance with the Rules of the American ArbitrationAssociation then in effect. Judgment may be entered on an arbitrator’s award relating to thisAgreement in any court having jurisdiction. The exclusive venue for such arbitration shall, at thesole option of the Executive, be in McLean, Virginia or the county where the Executive thenresides.     15. Legal Fees and Expenses. It is the intent of the Company that the Executive notbe required to incur the expenses associated with the enforcement of his rights under thisAgreement by litigation or other legal action because the cost and expense thereof wouldsubstantially detract from the benefits intended to be extended to the Executive in this Agreement.Accordingly, if it should appear to the Executive in good faith that the Company has failed tocomply with any of its obligations under the Agreement or in the event that the Company or anyother person takes any action to declare the Agreement void or unenforceable, or institutes anylitigation designed to deny, or to recover from, the Executive the benefits intended to be providedto the Executive hereunder, the Company irrevocably authorizes the
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Executive from time to time to retain counsel of his choice, at the expense of the Company ashereafter provided, to represent the Executive in connection with the initiation or defense of anylitigation or other legal action, whether by or against the Company or any director, officer,stockholder or any other person, in any jurisdiction. The Company shall pay, within 10 businessdays of a written request by the Executive, and be solely responsible for, any and all reasonableattorneys’ and related reasonable fees and expenses incurred by the Executive as a result of anyactual or threatened litigation or other legal action relating to this Agreement or any provisionthereof or as a result of the Company or any person raising any issue with respect to thisAgreement or any provision thereof, including without limitation, contesting the validity orenforceability of this Agreement or any provision thereof. The Executive shall have an obligationto return to the Company any amounts paid pursuant to this Section 15 and shall not be entitled toany payments under this Section 15 if the claim or claims made by the Executive are deemed to befrivolous by any court or arbitrator.     16. Rights and Remedies Cumulative. No right or remedy conferred upon or reserved tothe Executive is intended to be exclusive of any other right or remedy, and every right and remedyshall, to the extent permitted by law, be cumulative and in addition to every other right andremedy given hereunder or now or hereafter existing at law or in equity or otherwise. Theassertion or employment of any right or remedy under this Agreement, or otherwise, shall notprevent the concurrent assertion or employment of any other appropriate right or remedy.     17. Code Section 409A. This Agreement is intended to comply with the requirements ofCode Section 409A and shall be limited, construed and interpreted in accordance with such intent.The Company reserves the right to amend the provisions of this Agreement at any time in order toavoid the imposition of the additional tax under Code Section 409A or any payments or benefits tobe made hereunder.     IN WITNESS WHEREOF, the parties have executed this Agreement effective on the day and yearfirst above written.         **BEARINGPOINT, INC.**           By: /s/ Roderick McGeary           Name: Roderick McGeary           Title: Chairman                  **EXECUTIVE:**           /s/ F. Edwin Harbach              F. Edwin Harbach  
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